Being one of the most famous men on earth comes with its share of problems. You can’t take your kids to the playground. There are no romantic sunset walks on the beach. And that backyard barbecue? Forget about it. The simple pleasures just evaporate. Like, say, sneaking a smoke while waiting for your buddy George Clooney in a villa outside Cannes. ”Sorry about this,” Brad Pitt says, contorting his body into a mess of angles and elbows to hide behind a low wall and light up. ”Actually, I’m less worried about the paparazzi catching me than someone, ahem, who doesn’t know I still smoke once in a while.” (Sorry if we blew your cover, dude…but Angie’s a forgiving woman, right?) Welcome to life on Planet Celebrity, which today finds its capital at the Hôtel du Cap in the hills near Cannes. The 1870s estate — cash only, absurdly opulent, and set high above the Mediterranean Sea, where dozens of paparazzi boats prowl —is the temporary home to more than a dozen stars during the 2007 Cannes film festival. But the Big Two, the ones who really matter, are the man currently huddled in the corner like a wet lemur and the guy running late to the interview. So what do two men who so completely embody the modern American male ideal have to say? For the next hour, over club sandwiches and gazpacho, they will talk about their new movie (Ocean’s Thirteen, in every theater near you on June 8), their new lives (with family and without), the nature of stardom, and how to school youngsters in basketball. But for this one precious moment, Pitt just puffs away, extinguishing the cigarette only when Clooney —immaculate in a white linen shirt and khaki dress pants — dashes in, fuming at his friend.

GEORGE CLOONEY: [To Pitt] You bastard! BRAD PITT:What?CLOONEY: I did all these interviews right after you. And all the reporters told me, ”Brad said you did the movie for the money”! PITT: [Laughs] I did. Believe I said it was all for the cash. CLOONEY:Brutal! [Laughs] How ya doin’?

ENTERTAINMENT WEEKLY: Good, thanks. So I’ve heard that you guys call this movie Ocean’s Thirteen: The One We Should Have Made Last Time.PITT: Credit where credit is due. That was [director] Steven Soderbergh’s line. CLOONEY: Steven actually wanted to bill it that way, but I don’t think the studio was so thrilled with that. It f—s up the boxed set.

But it does get to a legitimate point, which was that people weren’t so fond of Ocean’s Twelve. Other than for money, why make another one?CLOONEY: You know, more than anything we wanted another crack. We wanted to go out on a stronger note — and we felt like we had a great way to do it, which was revenge. PITT: I thought you’re a pacifist, George. CLOONEY: Well, the movie really is a cry for peace.

NEXT PAGE: ”And [Pacino] learned a lot from us. He was there to learn. I felt that sometimes you’d look at him and he’d just look up at you with puppy-dog eyes, like, ”Thank you. Seriously.”